Five Star Bancorp Completes $75.0 Private Placement

RANCHO CORDOVA, Calif., Aug. 17, 2022 (GLOBE NEWSWIRE) — Five Star Bancorp (Nasdaq: FSBC) (“Five Star” or the “Company”), the holding company of Five Star Bank, today announced the completion of its private placement of $75.0 million aggregate principal amount of subordinated fixed-floating rate notes due September 1, 2032 (the “Notes”).

The Notes will bear interest at a fixed annual rate of 6.00% for the first five years and will reset quarterly thereafter at the then prevailing three-month forward SOFR (as defined in the Notes) plus 329 basis points. The Notes have been offered and sold to certain qualified institutional purchasers and accredited investors on the basis of exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to Section 4(a )(2) of the Securities Act and Regulation D thereunder.

The Company intends to use the net proceeds of the offering for general corporate purposes, including the repayment of existing subordinated notes. The Company has the right to redeem the Notes, in whole or in part, on or after the fifth anniversary of the issue date of the Notes, and on any interest payment date thereafter, and to redeem the Notes at any moment in full on certain other events.

Chairman and CEO James Beckwith said, “We are very pleased to report the success of our subordinated debt offering. We plan to use this capital to achieve long-term business goals that will fuel continued organic growth while strengthening our commitment to our We appreciate the strong investor support we have received for our business.

Keefe, Bruyette & Woods, A Stifel company, served as lead placement agent, and DA Davidson & Co. and Stephens Inc. served as co-placement agents for the note offering. Covington & Burling LLP acted as legal counsel to the company and Sheppard Mullin acted as legal counsel to the placement agents.

This press release is provided for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security, and there will be no offer, solicitation or sale in any jurisdiction. in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The indebtedness evidenced by the Notes is not a deposit and is not insured by the Federal Deposit Insurance Corporation or any other government agency or fund.

About Five Star Bancorp
Five Star is a bank holding company headquartered in Rancho Cordova, California. Five Star operates through its wholly owned banking subsidiary, Five Star Bank. Five Star Bank has seven branches and a loan origination office in Northern California.

Forward-looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent plans, estimates, objectives, goals, guidelines, expectations, intentions, projections and statements of the company’s beliefs regarding future events, business plans, objectives, expected operating results and the assumptions on which such statements are based. Forward-looking statements include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are generally identified by words such as “may”, “could”, “should”. “, “should”, “would”, “believes”, “anticipates”, “estimates”, “expects”, “aims”, “intends”, “plans” or words or phases of similar meaning. The Company cautions that forward-looking statements are based in large part on the Company’s expectations and are subject to a number of known and unknown risks and uncertainties that are subject to change based on factors that are, in many cases , beyond the control of the Company. These forward-looking statements are based on various assumptions (some of which may be beyond the Company’s control) and are subject to risks and uncertainties, which change over time, and other factors that could cause actual results differ materially from those currently anticipated. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. If one or more of the factors affecting the Company’s forward-looking information and statements prove incorrect, the Company’s actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking information and statements contained in this press release. Press. Release. Accordingly, the Company cautions you not to place undue reliance on the Company’s forward-looking information and statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, under the section titled Risk”, and other documents filed by the Company with the Securities and Exchange Commission from time to time.

The Company disclaims any obligation to revise or update any forward-looking statements, whether written or oral, to reflect actual results or changes in factors affecting the forward-looking statements, except as specifically required by law.

Media Contact:

Heather Luck, Chief Financial Officer
Five Star Bancorp
hluck@fivestarbank.com
916.626.5008

Shelley Wetton, CMO
Five Star Bancorp
sweton@fivestarbank.com
916.284.7827

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